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Tax Due Diligence in Acquisitions

June 24, 2020 1:00 AM EST | 02:30 PM EST

Training Duration = 90 min              Sponsored by Lorman

Click Here to register $219.00

Click Here to register and receive downloadable recording $288.00

Learn how to prevent tax risks and how to address issues when they occur in a business acquisition.

Wait, I have to pay how much in tax? But all I did was buy the stock of a company run by someone else? Why is this my issue and why is it so big? A clear understanding of the tax profile of a target in potential transaction is critical to head-off unanticipated tax consequences. This topic helps key stakeholders determining the true cost of making an acquisition, including potential unknown tax exposures, as well as the value of certain tax attributes. The material will help the tax practitioner identify those main items that give rise to potential tax diligence exposures. The material will also help the practitioner protect against known and unknown tax liabilities to maximize deal value.

Learning Objectives

  • You will be able to explain to the key stakeholders what’s at risk in performing tax due diligence.
  • You will be able to identify certain issues in tax diligence based on the nature of the target.
  • You will be able to describe how to protect against any identified issues through the purchase agreement or other mechanisms.
  • You will be able to review purchase agreements for tax-related items and offer insights to cover potential exposures.

Agenda

Why Perform Tax Due Diligence?
  • Stock vs. Asset Sale Potential Exposures
  • Diligence Aspects of the Purchase Agreement
  • Sell-Side Tax Due Diligence Considerations
Typical Issues Identified in Diligence
  • Typical C Corporation Issues
  • Typical S Corporation Issues
  • Typical Asset Sale Issues
Protecting Against Identified Exposures
  • Indemnities
  • Representation an Warranty Insurance
  • Escrows
  • Structuring Considerations

Instructor Profile:

Joseph A. Corsmeier, Esq.

The Law Office of Joseph A. Corsmeier, P.A.

  • Founder and president/owner of The Law Office of Joseph A. Corsmeier, P.A.
  • Practices primarily in the areas of attorney disciplinary defense before the Florida Bar, attorney admission matters before the Florida Board of Bar Examiners, professional license and disciplinary matters before the boards of the state of Florida
  • Provides expert analysis and opinions on ethics issues, legal malpractice, conflicts of interest, fees, attorney disqualification, and other matters and has testified as an expert in both federal and Florida courts
  • Frequent speaker and has written numerous publications on topics including ethics and professionalism, law office management, fees, trust accounting, social media, technology, conflicts of interest, and other topics
  • Holds the highest lawyer rating with Martindale-Hubbell and AVVO Law Directories; designated as a Super Lawyer
  • Admitted to practice in all Florida courts, the Supreme Court of the United States, the United States Court of Appeals for the Eleventh Circuit, and the Middle District of Florida
  • Member of the American Bar Association, the Association of Professional Responsibility Lawyers, and the Clearwater and St. Petersburg Bar Associations; served as director of the Clearwater Bar Association, 2004-2009, and president, 2009-2010
  • Adjunct professor of paralegal ethics at St. Petersburg College
  • J.D. degree, Mercer University, Walter F. George School of Law; B.A. degree, Florida State University
  • Can be contacted at 727-799-1688 or jcorsmeier@jac-law.com